0001193805-12-001255 Sample Contracts

DEPOSIT AGREEMENT
Deposit Agreement • August 2nd, 2012 • Citibank,N.A./ADR • Newspapers: publishing or publishing & printing • New York

DEPOSIT AGREEMENT, dated as of June 13, 2000, by and among (i) REDIFF.COM INDIA LIMITED, a public company with limited liability organized under the laws of the Republic of India, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America acting in its capacity as depositary, and any successor depositary hereunder (the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares evidenced by American Depositary Receipts issued hereunder (all such capitalized terms as hereinafter defined).

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REDIFF.COM INDIA LIMITED AND CITIBANK, N.A., As Depositary, AND ALL HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES Amendment No. 1 to Deposit Agreement
Deposit Agreement • August 2nd, 2012 • Citibank,N.A./ADR • Newspapers: publishing or publishing & printing • New York

AMENDMENT NO. 1 TO DEPOSIT AGREEMENT, dated as of [DATE], 2012 (the “Amendment”), by and among Rediff.com India Limited, a limited liability company organized under the laws of the Republic of India (the “Company”), Citibank, N.A., a national banking association organized under the laws of the United States of America (the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares issued and outstanding under the Deposit Agreement, dated as of June 13, 2000 (the “Original Deposit Agreement”), as supplemented by the Letter Agreement, dated as of November 8, 2007, by and between the Company and the Depositary (the Original Deposit Agreement as so supplemented, the “Deposit Agreement” and the Deposit Agreement as amended by the Amendment, the “Amended Deposit Agreement”).

Rediff.com India Limited - Direct Registration System for ADSs
Deposit Agreement • August 2nd, 2012 • Citibank,N.A./ADR • Newspapers: publishing or publishing & printing • New York

Reference is made to the Deposit Agreement, dated as of June 13, 2000 (the “Deposit Agreement”), by and among Rediff.com India Limited (the “Company”), Citibank, N.A., as Depositary (the “Depositary”), and all Holders and Beneficial Owners from time to time of American Depositary Receipts (“ADRs”) evidencing American Depositary Shares (“ADSs”) issued thereunder, each ADS representing 1/2 equity share (the “Shares”) of the Company. Capitalized terms used herein without definition shall have the meaning assigned thereto in the Deposit Agreement.

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